Common use of Record Date for Member Notice, Voting and Giving Consents Clause in Contracts

Record Date for Member Notice, Voting and Giving Consents. (a) For purposes of determining the Members entitled to vote or act at any meeting or adjournment thereof, the Board of Managers may fix in advance a record date which shall not be greater than sixty days nor fewer than ten days before the date of any such meeting. If the Board of Managers does not so fix a record date, the record date for determining Members entitled to notice of or to vote at a meeting of Members shall be at the close of business on the business day immediately preceding the day on which notice is given, or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. (b) The record date for determining the Members entitled to give consent to action in writing without a meeting, (i) when no prior action of the Board of Managers has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board of Managers has been taken, shall be such date as determined for that purpose by the Board of Managers, which record date shall not precede the date upon which the resolution fixing it is adopted by the Board of Managers and shall not be more than twenty days after the date of such resolution. (c) Members of record on the record date as herein determined shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, provided that no Member who transfers all or part of such Member's Membership Unit after a record date (and no transferee of such Membership Unit) shall have the right to vote or act with respect to the transferred Membership Unit as regards the matter for which the record date was set.

Appears in 4 contracts

Samples: By Laws (DJO Opco Holdings, Inc.), By Laws (RPP Capital Corp), By Laws (Donjoy LLC)

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Record Date for Member Notice, Voting and Giving Consents. (a) For purposes of determining the Members entitled to vote or act at any meeting or adjournment thereof, the Board of Managers may fix in advance a record date which shall not be greater than sixty ninety (90) days nor fewer than ten (10) days before the date of any such meeting. If the Board of Managers does do not so fix a record date, the record date for determining Members entitled to notice of or to vote at a meeting of Members shall be at the close of business on the business day immediately preceding the day on which notice is given, or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. (b) The record date for determining the Members entitled to give consent to action in writing without a meeting, (i) when no prior action of the Board of Managers has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board of Managers has been taken, shall be (x) such date as determined for that purpose by the Board of Managers, which record date shall not precede the date upon which the resolution fixing it is adopted by the Board of Managers and shall not be more than twenty 20 days after the date of such resolution, or (y) if no record date is fixed by the Managers the record date shall be the close of business on the day on which the Managers adopt the resolution relating to that action. (c) Only Members of record on the record date as herein determined shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, provided that no Member who transfers all or part of such Member's Membership Unit ’s Interest after a record date (and no transferee of such Membership UnitInterest) shall have the right to vote or act with respect to the transferred Membership Unit Interest as regards the matter for which the record date was set.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Fresh International Corp), Limited Liability Company Agreement (Fresh International Corp)

Record Date for Member Notice, Voting and Giving Consents. (a) For purposes of determining the Members entitled to vote or act at any meeting or adjournment thereof, the Board of Managers may fix in advance a record date which shall not be greater than sixty days nor fewer than ten days before the date of any such meeting. If the Board of Managers does not so fix a record date, the record date for determining Members entitled to notice of or to vote at a meeting of Members shall be at the close of business on the business day immediately preceding the day on which notice is given, or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. (b) The record date for determining the Members entitled to give consent to action in writing without a meeting, (i) when no prior action of the Board of Managers Executive Committee has been taken, shall be the day on which the first written consent is given, given or (ii) when prior action of the Board of Managers Executive Committee has been taken, shall be (A) such date as determined for that purpose by the Board of ManagersExecutive Committee, which record date shall not precede the date upon which the resolution fixing it is adopted by the Board of Managers Executive Committee and shall not be more than twenty (20) days after the date of such resolutionresolution or (B) if no record date is fixed by the Executive Committee, the record date shall be the close of business on the day on which the Executive Committee adopts the resolution relating to that action. (c) Only Members of record on the record date as herein determined shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, provided provided, however, that no Member who transfers Transfers all or part of such Member's ’s Membership Unit Interest after a record date (and no transferee of such Membership UnitInterest) shall have the right to vote or act with respect to the transferred Membership Unit Interest as regards the matter for which the record date was set.

Appears in 1 contract

Samples: Operating Agreement (Station Casinos Inc)

Record Date for Member Notice, Voting and Giving Consents. (a) For purposes of determining the Members entitled to vote or act at any meeting or adjournment thereof, the Board of Managers may fix in advance a record date which shall not be greater than sixty days nor fewer than ten days before the date of any such meeting. If the Board of Managers does not so fix a record date, the record date for determining Members entitled to notice of or to vote at a meeting of Members shall be at the close of business on the business day immediately preceding the day on which notice is given, or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. (b) The record date for determining the Members entitled to give consent to action in writing without a meeting, (i) when no prior action of the Board of Managers has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board of Managers has been taken, shall be such date as determined for that purpose by the Board of Managers, which record date shall not precede the date upon which the resolution fixing it is adopted by the Board of Managers and shall not be more than twenty days after the date of such resolution. (c) Members of record on the record date as herein determined shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, provided that no Member who transfers all or part of such Member's Membership Unit after a record date (and no transferee of such Membership Unit) shall have the right to vote or act with respect to the transferred Membership Unit as regards the matter for which the record date was set.

Appears in 1 contract

Samples: By Laws (Donjoy LLC)

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Record Date for Member Notice, Voting and Giving Consents. (a) For purposes of determining the Members entitled to vote or act at any meeting or adjournment thereof, the Board of Managers may fix in advance a record date which shall not be greater than sixty ninety (90) days nor fewer than ten (10) days before the date of any such meeting. If the Board of Managers does do not so fix a record date, the record date for determining Members entitled to notice of or to vote at a meeting of Members shall be at the close of business on the business day immediately preceding the day on which notice is given, or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. (b) The record date for determining the Members entitled to give consent to action in writing without a meeting, (i) when no prior action of the Board of Managers has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board of Managers has been taken, shall be (x) such date as determined for that purpose by the Board of Managers, which record date shall not precede the date upon which the resolution fixing it is adopted by the Board of Managers and shall not be more than twenty 20 days after the date of such resolution, or (y) if no record date is fixed by the Managers the record date shall be the close of business on the day on which the Managers adopt the resolution relating to that action. (c) Only Members of record on the record date as herein determined shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, provided that mat no Member who transfers all or part of such Member's Membership Unit ’s Interest after a record date (and no transferee of such Membership UnitInterest) shall have the right to vote or act with respect to the transferred Membership Unit Interest as regards the matter for which the record date was set.

Appears in 1 contract

Samples: Limited Liability Company Agreement (APW Supermarkets, Inc.)

Record Date for Member Notice, Voting and Giving Consents. (a) For purposes of determining the Members entitled to vote or act at any meeting or adjournment thereof, the Board of Managers may fix in advance a record date which shall not be greater than sixty days nor fewer than ten days before the date of any such meeting. If the Board of Managers does not so fix a record date, the record date for determining Members entitled to notice of or to vote at a meeting of Members shall be at the close of business on the business day immediately preceding the day on which notice is given, or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. (b) The record date for determining the Members entitled to give consent to action in writing without a meeting, (i) when no prior action of the Board of Managers has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board of Managers has been taken, shall be such date as determined for that purpose by the Board of Managers, which record date shall not precede the date upon which the resolution fixing it is adopted by the Board of Managers and shall not be more than twenty days after the date of such resolution. (c) Only Members of record on the record date as herein determined shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, provided that no Member who transfers all or part of such Member's Membership Unit LLC Interest after a record date (and no transferee of such Membership UnitLLC Interest) shall have the right to vote or act with respect to the transferred Membership Unit LLC Interest as regards the matter for which the record date was set.

Appears in 1 contract

Samples: By Laws (CFP Holdings Inc)

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